Cardlytics, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Cardlytics, Inc. on June 3, 2026. The filing addresses a notice of potential delisting from The Nasdaq Stock Market LLC due to failure to meet the minimum bid price requirement and the subsequent implementation of a reverse stock split to regain compliance.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, or debt figures. The primary financial metric disclosed is the share count:
- Shares Outstanding (Pre-Split): 58,078,634 as of June 1, 2026.
- Shares Outstanding (Post-Split): Approximately 5,807,863 immediately following the reverse stock split.
- Stock Price Trigger: The closing bid price remained below $1.00 per share for 30 consecutive business days prior to June 3, 2026.
Material Changes
The Company received a notification from Nasdaq regarding non-compliance with Listing Rule 5550(a)(2) due to the low stock price. In response, the Company executed a material modification to the rights of security holders:
- Reverse Stock Split: A 1-for-10 reverse stock split was authorized by stockholders on May 20, 2026, and filed with the Delaware Secretary of State on June 3, 2026.
- Effective Date: The split became effective at 5:00 p.m. Eastern Time on June 5, 2026.
- Trading Resumption: Stock began trading on a split-adjusted basis on June 8, 2026, under new CUSIP 14161W303.
- Authorized Shares: Reduced from 100,000,000 to 10,000,000 shares.
Outlook, Risks, and Management Commentary
Management intends to actively monitor the stock price to ensure compliance with the $1.00 minimum bid price requirement. The Company has until November 30, 2026, to maintain a closing bid price of at least $1.00 for ten consecutive business days to avoid delisting.
Risks and Contingencies:
- If compliance is not achieved by the November 30, 2026 deadline, the Company may be eligible for an additional 180-day period if it meets other listing standards and notifies Nasdaq of its intent to cure (potentially via another reverse split).
- If the deficiency is not cured, the stock is subject to delisting. The Company may appeal this determination, though success is not assured.
- Adjustments to Securities: The reverse split proportionally adjusts the conversion rate of 4.25% Convertible Senior Notes due 2029, the exercise price and share count of outstanding stock options, and the share count of restricted stock units. No fractional shares will be issued; cash will be paid in lieu thereof.
Investor Verification Checklist
- Verify the new CUSIP number (14161W303) for trading purposes starting June 8, 2026.
- Confirm the adjusted exercise prices and share counts for any held stock options or RSUs.
- Monitor the stock's closing bid price to ensure it remains above $1.00 for ten consecutive days prior to the November 30, 2026 compliance deadline.
- Review the impact of the reverse split on the conversion terms of the 4.25% Convertible Senior Notes due 2029.